Tokyo Century : Notice of the 55th Annual General Meeting of Shareholders

These documents have been translated from a part of the Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code: 8439) June 4, 2024 (Electronic provisional measures commence on May 24, 2024)

To Shareholders with Voting Rights:

Koichi Baba

President & CEO,

Representative Director

Tokyo Century Corporation

3 Kanda-neribeicho,Chiyoda-ku,

Tokyo, Japan

NOTICE OF THE 55TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are hereby informed that the 55th Annual General Meeting of Shareholders (the "Meeting") of Tokyo Century Corporation (the "Company") will be held for the purposes as described below.

When convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company's website.

The Company website https://www.tokyocentury.co.jp/en/ir/stock/meeting.html

In addition to the website shown above, the Company also has posted this information on the following website.

The TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website, enter "Tokyo Century Corporation" in the issue name (company name) or our stock exchange code "8439" in the "Code" field, and click "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information." in this order to find "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.

Instead of attending the Meeting, you can exercise your voting rights in writing (by mail) or via the Internet. Please review the Guide to Exercising Voting Rights on pages 3 and 4 and exercise your voting rights by 5:15 p.m. on Friday, June 21, 2024. In addition, the Company will broadcast the Meeting live via the Internet so that you can watch the proceedings of the Meeting live. For details, please refer to the Information on the Livestreaming of the General Meeting of Shareholders on page 5.

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1. Date and Time: Monday, June 24, 2024 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

2. Place:	AKIBA HALL, FUJISOFT Bldg. 5F
	3 Kanda-neribeicho,Chiyoda-ku, Tokyo, Japan
	* Please refer to the "Map and Directions" attached at the end.

3. Meeting Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 55th Fiscal Year

(from April 1, 2023 to March 31, 2024) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the 55th Fiscal Year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Partial Amendment to the Articles of Incorporation

Proposal No. 3: Election of Thirteen (13) Directors

Proposal No. 4: Election of One (1) Corporate Auditor

Proposal No. 5: Election of One (1) Substitute Corporate Auditor

Proposal No. 6: Introduction of Performance-Linked Stock Compensation Plan for Directors

4. Arrangements in convening the Meeting:

• 1. You can exercise your voting rights by proxy upon submission of a letter of proxy which certifies the permission of the proxy who shall be a shareholder qualified to exercise voting rights.
  2. If neither approval nor disapproval of a proposal is indicated, it shall be deemed a vote of approval for Company proposals.
  3. If you wish to split your voting on any of the proposals, please notify the Company of your intention to split a vote and its reasons at least three days prior to the date of the Meeting.
• In accordance with laws and regulations as well as the Articles of Incorporation of the Company, the following matters are not presented in the documents mailed to shareholders who made a request for delivery of documents. Accordingly, the documents mailed to shareholders constitute only part of the documents audited by the independent auditor and the Corporate Auditors in the preparation of the Audit Report. For the following information, please see the websites on page 1.
• "Matters concerning stock acquisition rights, etc. of the Company," "Matters concerning the accounting auditor," "System for ensuring appropriateness of operations," in the Business Report
• Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements
• Non-consolidatedStatements of Changes in Equity and Notes to Non-consolidated Financial Statements ◎If any amendments are made to matters subject to the electronic provision measures, such amendments will
  be posted on the respective websites where the matters are posted.

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Guide to Exercising Voting Rights

We recognize that the shareholders' voting rights to be exercised in the Meeting is an important right for our shareholders.

Please review the matters subject to electronic provision measures of the Reference Documents for the Meeting, and we respectfully request that you exercise your voting rights.

The following three methods are available for exercising your voting rights.

Attending the Meeting in person

Please submit the enclosed Voting Rights Exercise Form at the reception desk of the venue. Date and time of the meeting: Monday, June 24, 2024 at 10:00 a.m.

(Reception starts at 9:00 a.m.)

Exercising voting rights in writing (by mail)

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by mail without putting a stamp on it.

Deadline for exercising voting rights: 5:15 p.m., Friday, June 21, 2024 (time of receipt)

Exercising voting rights via the Internet

Please enter your vote for or against the proposals following the guide on the next page. Deadline for exercising voting rights: 5:15 p.m., Friday, June 21, 2024 (completion of input)

Guide to filling out the Voting Rights Exercise Form

Please circle the response corresponding to your vote for each proposal.

Proposals 1, 2, 4, 5 and 6

• Circle "賛" to vote for the proposal
• Circle "否" to vote against the proposal

Proposal 3

• Circle "賛" to vote for the proposal
• Circle "否" to vote against the proposal
• If you disapprove part of candidates, circle "賛" and write the number(s) of the candidate(s) whom you are against

• If you exercise your voting rights both through writing (by mail) and through the Internet, etc., the vote through the Internet, etc. shall be valid. If you exercise your voting rights through the Internet, etc. more than once, the last vote shall be deemed to be effective.
• The password will be locked and disabled when inputted incorrectly a certain number of times. When the password is locked, please follow the instructions on the screen.

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Guide to exercising voting rights via the Internet

You can login to the voting website without entering your voting rights exercise code and password on the Voting Rights Exercise Form.

1. Please scan the QR code on the Voting Rights Exercise Form * QR Code" is a registered trademark of Denso Wave Incorporated.
2. Thereafter please follow the instructions on the screen and enter your votes

Exercising voting rights by the "Smart Exercise" is available only once.

If you need to change your votes after exercising your voting rights, please access the voting website designed for PC users and login by entering your "voting rights exercise code" and "password" printed in the right side (back side) of the enclosed "Voting Rights Exercise Form." Then, please exercise your voting rights again.

* If you rescan the QR code, you can access the voting website designed for PC users.

Voting website: https://soukai.mizuho-tb.co.jp/

1. Please access the voting website
2. Please enter the "voting rights exercise code" on the Voting Rights Exercise Form and click "Continue"
   Enter the "voting rights exercise code" and click "Continue."
3. Register new "password"
   Enter new "password" and click "Register."
4. Thereafter please follow the instructions on the screen and enter your votes

If you have any questions concerning how to use your PC when exercising your voting rights via the Internet, please contact the following number.

Contact information: Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.

0120-768-524

Service hours: 9:00 - 21：00 (except for New Year holidays)

Institutional Investors can use the electronic voting platform for institutional investors run by ICJ, Inc.

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Information on the Livestreaming of the General Meeting of Shareholders

The Company will livestream the Meeting via the Internet so that you can watch the proceedings.

1. Livestream date and time
   Monday, June 24, 2024 from 10:00 a.m.
2. How to view the livestream (method for logging in to the livestream system)
3. 1. When viewing on a smartphone or tablet
      Use either a camera app or barcode reader app to scan the QR code* shown in the enclosed "Notice of Livestreaming of the 55th Annual General Meeting of Shareholders of Tokyo Century Corporation" to open and view the web browser.
   2. When viewing on a computer or when you cannot log in with a QR code*
      Access the URL shown in the enclosed "Notice of Livestreaming of the 55th Annual General Meeting of Shareholders of Tokyo Century Corporation," enter your ID and password, and click on the Log-in button to view the web browser.
      * "QR code" is a registered trademark of DENSO WAVE INCORPORATED.
4. Important notes regarding viewing
5. 1. Shareholders who view the livestream can watch the proceedings of the General Meeting of Shareholders but cannot exercise voting rights, ask questions, or propose a motion. Please exercise your voting rights in advance by 5:15 p.m. on Friday, June 21, 2024.
   2. In consideration of the privacy of shareholders attending the Meeting, the video will be shot from the back of the venue showing only the area near the seats of Directors. However, please note that shareholders attending the Meeting may also appear in the video due to the circumstances of the venue.
   3. Please note that malfunctions may occur during the livestream, such as visual or audio distortions or the inability to view the livestream, depending on your computer, smartphone, tablet, and other communication environments.
   4. Communication charges and other costs for viewing the livestream shall be borne by the shareholder.
   5. Videoing the livestream, recording images or audio, saving or posting the livestream on SNS, etc. and other similar acts are strictly prohibited.
   6. In the unlikely event that we are unable to provide a livestream, please visit our website: (https://www.tokyocentury.co.jp).
6. Contact information
   If you have any questions, please contact the Stock Transfer Agency Department, Mizuho Trust
7. • Banking Co., Ltd.

Toll-free number: 0120-288-324 (Weekdays 9:00-17:00)

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus

The Company, under its basic policy, aims to return profits to its shareholders on a long-term and stable basis while enhancing internal reserves. Under the ongoing Medium-Term Management Plan 2027, we maintain stable returns to shareholders, while balancing with growth investment and financial base, and our policy on dividends is to distribute progressive amounts in an aim to increase dividends with profit growth, targeting a consolidated payout ratio of approximately 35%.

For the period-end dividend, we propose to pay the following dividends considering the results for the fiscal year under review, future business operations and other factors.

1. Matters pertaining to the period-end dividend

1. Dividend assets classification The dividend will be paid in cash
2. Matters pertaining to the allocation of dividend assets and total amount thereof ¥27 per share of the Company's common stock

Total amount

¥13,220,661,780

The Company conducted a 4-for-1 stock split of its common shares effective January 1, 2024. An interim dividend of ¥100, which was paid with September 30, 2023 as the record date, is equivalent to ¥25, after being converted into the post-split amount. Accordingly, with the period-end dividend added, annual dividend for the fiscal year under review shall be ¥52 per share.

1. Effective date for payment of dividend of surplus June 25, 2024

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Proposal No. 2: Partial Amendment to the Articles of Incorporation 1. Reason for the proposal

Tokyo Century Group has evolved its business portfolio based on the management philosophy that "Tokyo Century Group will work alongside customers in pursuit of their growth as a highly specialized and unique financial services company and will contribute to the creation of an environmentally sound, sustainable economy and society" and evolved from a traditional lease-centered company into a "financial services company."

In the five-year"Medium-Term Management Plan 2027," which started from the business year ended March 31, 2024, the Company has created a theme in which the Company endeavors to "transform itself and bring about change," based on the recognition of issues. The Company has set a TC Transformation (TCX) as its basic policy and plans to realize sustainable growth through implementing reforms in four elements: "portfolio (PX);" "human resources and organization (HRX);" "green (GX);" and "digital (DX)." The Company has selected these four elements as areas that must be addressed from now to maintain growth and competitiveness over the next 10 years, and will address these areas with a considerable sense of urgency.

In addition to promoting these TCX elements, the Company will aim to improve its corporate value by promoting both axes of "strengthening earning power" and "promoting environmental, social, and governance (ESG) initiatives" as part of its sustainable management promotion cycle. The Company has set the following four points necessary in order to fully commit to profit growth and increase in ROA as a means for "strengthening earning power" and promote transformation toward a highly profitable and stable portfolio: "increase the value of existing businesses," "asset turnover of business investments," "replace/exit unprofitable assets," and "create new business domains."

Further, "promotion of ESG initiatives" is also one of the important measures, and the Company will strive to contribute to carbon neutrality and the creation of a sustainable economy and society, expand human capital investment and contribute to social infrastructure development for the resolution of social issues, and strengthen the effectiveness of governance. The Company aims to establish a virtuous cycle of creating social and environmental value through the promotion of ESG initiatives and increasing its corporate value by enhancing future earning power.

Against this backdrop, the Company believes that "Bond-Type Class Shares" with the following features would be a useful option to secure a wide range of financing options for the Company to execute optimal and flexible financial strategies and capital policies, while maintaining financial soundness and liquidity in order to make investments and implement various measures which support business growth.

• The Bond-Type Class Shares will not cause any dilution of voting rights because the holders of the Bond- Type Class Shares do not have the rights to vote at general shareholders meetings or to convert the Bond- Type Class Shares into common shares. (The Bond-Type Class Shares are by their nature ill-suited as a takeover protection measure owing to the lack of the voting rights at general shareholders meetings and the lack of the rights to convert them into common shares, and are not anticipated to be used in that manner.)
• As "non-participating" class shares, no dividend is paid beyond the preferred dividend to be determined at the time of issuance, and only holders of common shares of the Company have the right to participate in dividends other than such preferred dividend.
• The Amendment to Articles of Incorporation does not change the number of shares authorized to be issued (the total number of shares of common shares and Bond-Type Class Shares authorized to be issued).
• Although the Company's equity capital will increase when the Bond-Type Class Shares are issued, the impact on the ROE, EPS, and the like pertaining to the common shares will be limited.
• Because the Bond-Type Class Shares are non-participating shares and the capital cost is equivalent to the annual dividend ratio to be determined at the time of issuance, the capital cost is expected to be lower than that of a public offering of common shares. (*Note)

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*Note If the issuance is realized within the assumed range of an annual dividend ratio of 2 to 4% as stated in the shelf registration statement for the Series 1 Bond-Type Class Shares submitted on May 14, 2024 The purpose of this proposal is to request the approval for the amendment to the Articles of Incorporation to

newly establish the provisions regarding the Company's Bond-Type Class Shares and to make the necessary adjustments in connection therewith in order to enable the issuance of such Bond-Type Class Shares. Currently, the issuance of the Bond-Type Class Shares has not been determined.

In addition, in order to flexibly respond to gradually increasing demand for funds in the future, the Company also requests approval for the amendment to the Articles of Incorporation to enable the Company to successively issue up to five series of the Bond-Type Class Shares. The specific timing of issuance and conditions of the Series 2 Bond-Type Class Shares and subsequent series of Bond-Type Class Shares, if any, will be determined based on comprehensive consideration of future capital needs and market trends, but at this time, the product nature and offering size of the future series are anticipated to be substantially the same as those of the Series 1 Bond-Type Class Shares.

2. Details of amendment

The details of the amendment are as follows.

The Amendment to Articles of Incorporation shall become effective at the conclusion of this General Shareholders Meeting.

	(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendment
Article 1 through Article 4 (Omitted)	Article 1 through Article 4 (No change)
Article 5 (Number of shares authorized to be issued)	Article 5 (Number of shares authorized to be issued)
The number of Company shares authorized to be issued shall	The number of Company shares authorized to be issued shall
be 1,600,000,000 shares.	be 1,600,000,000 shares, and the number of shares in each
	class authorized to be issued shall be as follows:
	Common shares:
	1,600,000,000 shares
	Series 1 Bond-Type Class Shares:
	20,000,000 shares
	Series 2 Bond-Type Class Shares:
	20,000,000 shares
	Series 3 Bond-Type Class Shares:
	20,000,000 shares
	Series 4 Bond-Type Class Shares:
	20,000,000 shares
	Series 5 Bond-Type Class Shares:
	20,000,000 shares

Article 6 (Omitted)

Article 7 (Share unit)

The number of the Company's shares per share unit shall be 100 shares.

Article 6 (No Change)

Article 7 (Share unit)

The number of the Company's shares per share unit shall be 100 shares for each of the common shares and the Series 1 Bond-TypeClass Shares through Series 5 Bond-TypeClass Shares (collectively, the "Bond-TypeClass Shares"; shares of any one class of the Series 1 Bond-TypeClass Shares through Series 5 Bond-TypeClass Shares, the "Shares of Each Series of Bond-TypeClass").

Article 8 and Article 9 (Omitted)

Article 8 and Article 9 (No Change)

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Current Articles of Incorporation	Proposed Amendment
(Newly established)	Article 10 (Absence of seller put options when the Company
	acquires the Bond-Type Class Shares)
	If the Company decides to acquire all or part of the Bond-
	Type Class Shares held by any holder of Bond-Type Class
	Shares (the "Bond-Type Class Shareholder") under an
	agreement with such Bond-Type Class Shareholder pursuant
	to a resolution of the general shareholders meeting, and
	further decides to notify such Bond-Type Class Shareholder
	of matters prescribed in any item of Article 157(1) of the
	Companies Act, the provisions of Article 160(2) and (3) of
	such act shall not apply.

Article 10 and Article 11(Omitted) (Newly established)

Article 11 and Article 12(No change)

Chapter 3.

Bond-Type Class Shares

Article 13 (Preferred dividend to Bond-Type Class Shares)

1. When the Company makes a dividend of surplus with March 31 as the record date pursuant to Article 57, the Company shall pay a dividend in money in the following amount per Share of Each Series of Bond-Type Class (the "Preferred Dividend to Bond-Type Class Shares") to the Bond-Type Class Shareholders or registered pledgees of Bond-Type Class Shares (collectively with Bond-Type Class Shareholders, "Bond-Type Class Shareholders, Etc.") recorded or registered in the last shareholder registry as of the record date of that dividend, in preference to the holders of common shares (the "Common Shareholders") and registered pledgees of common shares (collectively with Common Shareholders, "Common Shareholders, Etc."); provided that if Interim Preferred Dividend to Bond-Type Class Shares provided under the following Article has been paid during the business year in which the record date of that dividend falls, the total amount of those Interim Preferred Dividend to Bond-Type Class Shares shall be deducted from the Preferred Dividend to Bond-Type Class Shares:

The product of the equivalent of the Issue Price (defined below) per Bond-Type Class Share multiplied by the annual dividend ratio determined by resolution of the board of directors before the issuance of those Bond-Type Class Shares (not exceeding 10 percent; the "Annual Dividend Ratio") (if any fractional remainder arises, the fractional remainder shall be as determined by resolution of the board of directors before the issuance of those Bond-Type Class Shares)

"Issue Price" means the amount per share to be paid to the Company in connection with the offering of those Bond- Type Class Shares (or, if the Bond-Type Class Shares are offered through purchase and sale by underwriters, the amount per share to be paid by the investors as consideration for the Bond-Type Class Shares), as determined prior to the issuance of those Bond-Type Class Shares.

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Current Articles of Incorporation	Proposed Amendment
	2. If the amount of dividends of surplus paid in money to each
	Bond-Type Class Shareholders, Etc. per Share of Each
	Series of Bond-Type Class in a given business year in which
	the record date falls is less than the amount of the Preferred
	Dividend to Bond-Type Class Shares payable to those Bond-
	Type Class Shares for that business year (that business year,
	a "Shortfall Year"), that shortfall amount shall be
	accumulated in subsequent business years by a simple
	interest calculation calculated based on the Annual Dividend
	Ratio by the method determined by resolution of the board
	of directors before the issuance of those Bond-Type Class
	Shares (such accumulated shortfall shall be hereinafter
	defined as the "Accumulated Dividends Payable to Bond-
	Type Class Shares"). The Company shall pay dividends of
	surplus in money to the Bond-Type Class Shareholders, Etc.
	until such payment reaches the amount of Accumulated
	Dividends Payable to Bond-Type Class Shares per Bond-
	Type Class Share, in preference to any dividends of surplus
	provided under the preceding paragraph or the following
	Article.
	3. No dividends of surplus shall be paid to Bond-Type Class
	Shareholders, Etc. in excess of the total of the Preferred
	Dividend to Bond-Type Class Shares and the Accumulated
	Dividends Payable to Bond-Type Class Shares.
	Article 14 (Interim Preferred Dividend to Bond-Type Class
	Shares)
	When the Company makes a dividend of surplus with a date
	other than March 31 as the record date (the "Interim Dividend
	Record Date") pursuant to Article 58 or Article 453 of the
	Companies Act, the Company shall pay a dividend in money
	in the amount per Share of Each Series of Bond-Type Class
	determined by the calculation method determined by
	resolution of the board of directors before the issuance of those
	Bond-Type Class Shares (the "Interim Preferred Dividend to
	Bond-Type Class Shares") to the Bond-Type Class
	Shareholders, Etc. recorded or registered in the last
	shareholder registry as of the Interim Dividend Record Date of
	that dividend, in preference to the Common Shareholders,
	Etc.; provided that the total amount of Interim Preferred
	Dividend to Bond-Type Class Shares for which the Interim
	Dividend Record Date falls in a given business year shall not
	exceed the amount of the Preferred Dividend to Bond-Type
	Class Shares for which the record date falls in the same
	business year.

Article 15 (Distribution of residual assets)

1. When the Company makes a distribution of residual assets, the Company shall pay money in the following amount per Share of Each Series of Bond-Type Class to the Bond-Type Class Shareholders, Etc., in preference to the Common Shareholders, Etc.:

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